XPRESSPA GROUP, INC.
780 Third Avenue, 12
th
Floor
New York, New York 10017
August 9, 2019
To Our Stockholders:
You are cordially invited to attend the 2019 annual meeting of stockholders of XpresSpa Group, Inc. to be held at 11:00 A.M. EDT on Monday, September 9, 2019 at the offices of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., located at 666 Third Avenue, New York, New York, 10017.
Details regarding the meeting, the business to be conducted at the meeting, and information about XpresSpa Group, Inc. that you should consider when you vote your shares are described in this proxy statement.
At the annual meeting, we will ask stockholders to consider the following proposals:
1.
To elect Douglas Satzman, Bruce T. Bernstein, Donald E. Stout and Salvatore Giardina to our Board of Directors;
2.
To ratify the selection of CohnReznick LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019;
3.
To authorize, for purposes of complying with Nasdaq Listing Rules 5635(a), 5635(b) and 5635(d), the issuance of shares of our Common Stock underlying the instruments below (including upon the operation of anti-dilution provisions, voluntary adjustment provisions and/or the reduction of conversion ratios):
a.
the Series F Convertible Preferred Stock issued by us pursuant to that certain Amendment to Securities Purchase Agreement and Class A Warrants and Class B Warrants, dated as of July 8, 2019 (the “May 2018 SPA Amendment”);
b.
the amendment to the Class A Warrants pursuant to the May 2018 SPA Amendment;
c.
notes, warrants and Series E Convertible Preferred Stock issued by us pursuant to that certain Securities Purchase Agreement, dated as of July 8, 2019, by and between us and Calm.com, Inc. (the “Calm Purchase Agreement”);
d.
the convertible note issued by us pursuant to that certain Fourth Amendment to Credit Agreement, dated as of July 8, 2019, by and between XpresSpa Holdings, LLC and B3D, LLC (the “B3D Credit Agreement Amendment”);
e.
warrants issued by us pursuant to that certain amendment to certain outstanding warrants issued in December 2016 to holders of our Series D Convertible Preferred Stock (the “December 2016 Warrant Amendment”); and
f.
the Series D Convertible Preferred Stock issued by us pursuant to that certain certificate of amendment to the Certificate of Designation of Series D Convertible Preferred Stock (the “Series D COD Amendment”);
4.
To approve a proposed amendment to the XpresSpa Group, Inc. Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our preferred stock by 5,000,000, from 5,000,000 to 10,000,000;
5.
To approve a proposed amendment to our 2012 Employee, Director and Consultant Equity Incentive Plan, as amended (the “Plan”), to increase the number of shares authorized for issuance under the Plan by 2,165,000 shares;